I. General Provisions:
Article 1 The name of the Foundation is the China Foundation for the Prevention of STDs and AIDS.
Article 2 The Foundation is a public foundation.
The geographic scope of the Foundation's public fundraising is: domestic and foreign.
Article III of the Foundation's purpose: to comply with the national Constitution, laws, regulations and policies, to comply with social morality, to carry out research on the prevention and treatment of sexually transmitted diseases and AIDS and publicity and education, to unite domestic and foreign forces, to control and eliminate sexually transmitted diseases, prevention and treatment of AIDS, and to make contributions to the benefit of all mankind.
Article IV The original fund of the Foundation is RMB 8 million yuan, which is raised through public fund-raising.
Article 5 The registration authority of the Foundation is the Ministry of Civil Affairs of the People's Republic of China, and the unit in charge of its operations is the Ministry of Health of the People's Republic of China.
Article 6 The residence of the Foundation: Room 2002, Block C, Zhongguancun Science and Technology Development Building, No. 34 Zhongguancun South Street, Haidian District, Beijing.
The scope of business:
Article 7 of the Foundation's public welfare activities in the scope of business:
(1) to promote the prevention and treatment of sexually transmitted diseases and AIDS at home and abroad academic groups and individuals friendly exchanges and cooperation, and to organize academic exchanges at home and abroad;
(2) the introduction of advanced prevention and treatment of sexually transmitted diseases and AIDS medicines, medical technology, equipment, hygiene materials and health care products;
(3) to support China's efforts to prevent and treat STDs and AIDS through various channels and forms, and to support related scientific research and publicity and education;
(4) to raise and accept donations of funds and materials and equipment from home and abroad, and to promote the cause of preventing and treating STDs and AIDS in China;
(5) to accept commissions from domestic and foreign organizations and individuals, and to undertake activities in conformity with the purposes of the Foundation. (e) To accept commissions from relevant organizations and individuals at home and abroad, and to undertake activities consistent with the purposes of the Foundation.
Three, the organization, the person in charge:
Article VIII of the Foundation consists of 5 to 25 members of the Board of Directors.
The term of office of each director is five years, the expiration of the term of office, re-election can be re-elected.
Article IX qualifications of the directors:
(1) full capacity for civil behavior;
(2) love of public welfare;
(3) have the appropriate experience and work experience, in the Foundation's field of business has a certain degree of influence;
(4) dutifully and conscientiously to ensure that the value of the Foundation's property and value-added;
(5) honesty and integrity. >(e) Integrity and impartiality, impartiality, serious consideration of important matters, responsible for their own votes.
Article X of the generation and removal of directors:
(1) the Council of the change of re-election, by the business unit, the Council or the major donors *** with the nomination of candidates and the organization of the change of the leading group, the organization of candidates *** with the election of a new session of the Board of Directors.
(b) the removal and addition of directors should be voted by the Council, reported to the business unit in charge of the review and consent;
(c) the results of the election and removal of directors reported to the registration authority for the record.
(D) with close family relations shall not serve on the Council at the same time.
Article XI of the rights and obligations of the directors:
(1) to participate in the Foundation's decision-making;
(2) to participate in the organization of the Foundation's activities;
(3) on behalf of the Foundation to participate in the activities of the social organizations;
(4) to supervise, to assist the chairman of the board of directors, vice-chairman, the secretary-general to exercise their rights.
Article 12 The decision-making body of the Foundation is the Council. The Council exercises the following powers and functions:
(1) formulating and revising the articles of association;
(2) electing and dismissing the chairman, vice-chairman and secretary-general;
(3) deciding on the plans for major business activities, including plans for fund-raising, management and use of funds;
(4) finalizing the annual budget of income and expenditure as well as the final accounts;
(5) formulating the internal management system;
(vi) deciding on the establishment of offices, branches and representative organizations;
(vii) deciding on the appointment of deputy secretaries-general nominated by the secretary-general and the main heads of organizations;
(viii) listening to and deliberating on the secretary-general's work report, and inspecting the work of the secretary-general;
(ix) deciding on the foundation's division, merger or termination;
(j) Decide on other important matters.
Article 13 The Board of Directors shall meet twice a year. The chairman of the board of directors is responsible for convening and presiding over.
There are 1/3 of the proposal of the directors, must convene a meeting of the Council. If the chairman of the board of directors can not be convened, the proposal of the directors can elect the convenor.
To convene a meeting of the Board of Directors, the chairman of the Board of Directors or the convenor must notify all directors and supervisors 5 days in advance.
Article XIV of the Council meeting can only be convened with the attendance of more than 2/3 of the members of the Council; the Council's resolution shall be valid only if it is passed by a majority of the members present
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Resolutions on the following important matters shall be valid only if they are passed by more than 2/3 of the members present:
(1) revision of the articles of association;
(2) election or dismissal of the chairman, vice-chairman, and secretary-general;
(3) major fund-raising and investment activities stipulated in the articles of association;
(4) separation and merger of the foundation;
(5) the establishment of the foundation; and
(6) the establishment of the foundation. p>
(v) major social welfare activities organized by the Foundation.
Article 15 of the Council meeting shall produce minutes. Formation of resolutions, shall be produced on the spot minutes, and by the attending council members to review and sign. Council resolutions in violation of laws, regulations or bylaws, resulting in the Foundation suffered losses, the directors involved in the resolution shall be liable. However, if it is proved that the resolution is opposed at the time of voting and recorded in the minutes, the director can be exempted from responsibility.
Article 16 The Foundation shall have one supervisor. The term of office of the supervisor shall be the same as the term of office of the director, and the supervisor may be reappointed at the end of the term.
Article 17: The directors, close relatives of the directors and the financial and accounting personnel of the Foundation shall not be appointed as supervisors.
Article 18 Supervisors and removal:
(1) Supervisors are selected by the major donors, business units;
(2) the registration authority in accordance with the needs of the work of the selection;
(3) Supervisors in accordance with the procedures for the change of their generation.
Article 19 Rights and Duties of Supervisors:
Supervisors inspect the financial and accounting information of the Foundation in accordance with the procedures stipulated in the Articles of Association, and supervise the Board of Directors in complying with the laws and the Articles of Association.
Supervisors attend the meetings of the board of directors, have the right to put forward questions and suggestions to the board of directors, and shall reflect the situation to the registration and management authorities, the operational supervisory units, and the tax and accounting authorities.
Supervisors shall abide by the relevant laws and regulations and the articles of association of the foundation, and fulfill their duties faithfully.
Article 20 The directors who receive remuneration from the Foundation shall not be more than 1/3 of the total number of directors, and the supervisors and the directors who do not hold full-time jobs in the Foundation shall not receive remuneration from the Foundation.
Article 21: The directors of the Foundation shall not participate in the decision-making of the related matters when their personal interests are related to the interests of the Foundation; the directors, supervisors and their close relatives of the Foundation shall not have any transactions with the Foundation.
Article 22 of the Board of Directors shall have a chairman, vice-chairman and secretary-general, elected from among the directors.
Article 23 The chairman, vice-chairman and secretary-general of the Foundation must meet the following conditions:
(1) they have great influence in the business field of the Foundation;
(2) the maximum age of the chairman, vice-chairman and secretary-general shall not be more than 70 years of age, and the secretary-general shall be a full-time position;
(3) they have good health, and are able to insist on their normal work;
(4) they shall not have to work for more than two years, and the secretary-general shall be a full-time person. /p>
(d) have full capacity for civil behavior.
Article 24 A person who has one of the following circumstances cannot be the chairman, vice-chairman, or secretary-general of the Foundation:
(1) belonging to the current state employees;
(2) sentenced to control, detention, or fixed-term imprisonment for a crime, and the date of completion of the execution of the sentence is less than five years;
(3) sentenced to deprivation of political rights or has been sentenced to a criminal offense is under execution;
(4) being able to maintain normal work;
(5) having full civil behavior ability. political rights is being executed or has been sentenced to deprivation of political rights;
(4) has served as chairman, vice-chairman or secretary-general of a foundation whose registration has been revoked due to a violation of law, and is personally responsible for the violation of law of the foundation, and not more than five years have elapsed since the date of the revocation of the foundation.
Article 25 honorary chairman, advisors and invited directors shall be elected by consultation among the parties concerned and decided by the Board of Directors, with a term of five years each. Report the business unit, the registration authority for the record.
Article 26 of the Foundation's chairman, vice chairman, secretary-general of each term of five years, not more than two consecutive terms. Due to special circumstances need to be re-elected for more than one term, the Board of Directors shall be voted by a special procedure, reported to the business unit in charge of review and approval by the registration authority before taking office.
Article 27 The chairman of the Foundation is the legal representative of the Foundation. The legal representative of the Foundation does not concurrently serve as the legal representative of other organizations.
The legal representative of the Foundation shall be a resident of mainland China.
The legal representative of the Foundation shall be held responsible for any violation of the Regulations on the Administration of Foundations and these Articles of Association during the term of office of the legal representative of the Foundation. In the event of any violation of law by the Foundation or any loss of the Foundation's property due to the negligence of the legal representative, the legal representative shall be held personally liable.
Article 28 The chairman of the Foundation shall exercise the following powers and functions:
(1) to convene and preside over the meetings of the Council;
(2) to check the implementation of the resolutions of the Council;
(3) to sign important documents on behalf of the Foundation;
(4) to approve the financial expenditures;
(5) to propose to appoint or terminate the appointment of deputy secretaries-general as well as the heads of the working departments, to be decided by the Board of Directors;
(vi) to finalize the employment of full-time staff of various institutions;
(vii) other powers and functions conferred by the statutes and the Board of Directors.
The vice president of the Foundation and the secretary general work under the leadership of the president of the Board of Directors, and the secretary general exercises the following powers and functions:
(1) to preside over the day-to-day work of organizing the implementation of the resolutions of the Board of Directors;
(2) to formulate plans for the fund-raising, management and use of funds, and to approve the financial expenditures within the scope of the authorization by the president of the Board of Directors;
(3) to formulate internal management regulations and rules of the Foundation, and submit them to the Board of Directors for approval. (C) formulate the internal management rules and regulations of the Foundation and submit them to the Board of Directors for approval;
(D) nominate the full-time staff of each organization for employment;
(E) other powers and functions conferred by the Articles of Incorporation, the Board of Directors, and the Chairman of the Board of Directors.
Four, the management and use of property
Article 29 The Foundation's income is derived from:
(1) income from the organization of fund-raising;
(2) voluntary donations from domestic and foreign natural persons, legal persons, or other organizations;
(3) funds for scientific research, popularization of science and publicity, and care for patients projects;
(4) interest income on deposits;
(6) interest income on deposits;
(7) interest income on deposits; and (8) interest income on deposits. interest income;
(v) investment income;
(vi) other legitimate income, etc.
Article 30 The Foundation shall abide by the laws and regulations in organizing fund-raising and accepting donations, and shall conform to the purposes and business scope of public welfare activities as stipulated in the Articles of Association.
Organization of Article 31 of the Foundation fund-raising, shall be announced to the community to carry out public welfare activities after the funds raised and the detailed use of funds plan. Major fund-raising activities shall be reported to the business unit in charge and the registration authority for the record.
The Foundation shall not organize fund-raising, in any form, or disguised as amortization.
Article 32 of the Foundation's property and other income is protected by law, no unit or individual shall encroach on, private, misappropriation.
Article 33 of the Foundation in accordance with the provisions of the Constitution of the purpose and public welfare activities of the business scope of the use of property; donation agreement specifies the specific use of donations, according to the agreement on the use of the donation.
To accept the donation of materials can not be used in line with the purpose of the Foundation, the Foundation can be auctioned or sold in accordance with the law, the proceeds for the purpose of the donation.
Article 34 The Foundation's property is mainly used for:
(1) training grassroots staff in the prevention and treatment of sexually transmitted diseases and AIDS;
(2) the activities of non-governmental organizations in the field of prevention and treatment of sexually transmitted diseases and AIDS;
(3) subsidizing publicity and education programs for the prevention and treatment of sexually transmitted diseases and AIDS;
(4) caring for AIDS patients and orphans;
(5) the use of donated materials for purposes consistent with the Foundation's purposes. p>
(v) to carry out international exchanges and cooperation related to the prevention and treatment of sexually transmitted diseases and AIDS;
(vi) to make lawful investments for the purpose of realizing the preservation and appreciation of the value of the fund;
(vii) to carry out other activities in line with the purposes of the constitution of the Foundation.
Article 35 The major fund-raising and investment activities of the Foundation refer to:
(1) 121 Joint Action Plan;
(2) other relevant business activities in line with the provisions of the Foundation's Articles of Association;
Article 36 The Foundation realizes the preservation and appreciation of the value of the Fund in accordance with the principles of lawfulness, safety and effectiveness.
Article 37 The annual expenditure of the Foundation for engaging in the public welfare undertakings stipulated in the Articles of Association shall not be less than 70% of the total income of the previous year.
The Foundation's staff salary and welfare and administrative office expenses shall not exceed 10% of the total expenses of the year.
Article 38: The Foundation shall disclose to the public the types of public welfare funding programs and the application and evaluation procedures.
Article 39 of the donor has the right to inquire about the Foundation's use of donated property, management, and put forward comments and suggestions. For the donor's inquiry, the Foundation shall promptly and truthfully reply.
The Foundation violates the donation agreement to use the donated property, the donor has the right to request the Foundation to comply with the donation agreement or to the people's court to apply for the revocation of the donation behavior, the lifting of the donation agreement.
Article 40 of the Foundation may sign an agreement with the recipient to agree on the funding method, the amount of funding, and the purpose and use of funds.
The Foundation has the right to supervise the use of funding. The Foundation has the right to terminate the funding agreement if the recipient fails to use the funding according to the agreement or violates the agreement in other cases.
Article 41 of the Foundation shall implement the national unified accounting system, accounting in accordance with the law, establish and improve the internal accounting supervision system, to ensure that the accounting information is legal, true, accurate and complete.
The Foundation accepts the tax supervision and accounting supervision implemented by the competent tax and accounting authorities in accordance with the law.
Article 42 The Foundation is equipped with professionally qualified accountants. The accountant shall not be a cashier at the same time. When accounting personnel transfer their jobs or leave their jobs, they must complete the handover procedures with the receiver.
Article 43 The Foundation shall have a business and accounting year from January 1 to December 31 each year, and the Board of Directors shall finalize the following matters before March 31 each year:
(1) the business report of the previous year and the final account of the income and expenditure of the funds;
(2) the business plan of the current year, as well as the budget for the income and expenditure of the funds;
(3) an inventory of the property (for the year) Donor roster and related information).
Article 44 The Foundation shall conduct financial audits when it conducts annual inspections, changes the term of office, replaces legal representatives, and goes into liquidation.
Article 45 of the Foundation in accordance with the "Regulations on the Administration of Foundations" to accept the annual inspection organized by the registration authority.
Article 46 After the Foundation passes the annual inspection by the registration authority, it shall publish its annual work report in the media designated by the registration authority to accept public inquiry and supervision.
V. Termination and Disposal of Remaining Properties:
Article 47 The Foundation shall be terminated under any of the following circumstances:
(1) when it accomplishes the purposes stipulated in the articles of association;
(2) when it is unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the articles of association;
(3) when the Foundation undergoes a split-up or merger;
(4) other circumstances. (D) other circumstances.
Article 48 The termination of the Foundation shall be reported to the competent unit for examination and consent within 15 days after the vote of the Board of Directors. Within 15 days after the review and approval of the competent business unit, the Foundation shall apply to the registration authority for deregistration.
Article 49 Before the Foundation is registered for deregistration, it shall set up a liquidation organization under the guidance of the registration authority and the operational supervisory unit to complete the liquidation work.
The Foundation shall apply for deregistration with the registration authority within 15 days from the date of completion of liquidation; no activities other than liquidation shall be carried out during the liquidation period.
Article 50 The remaining property of the Foundation after the cancellation shall be used for public welfare purposes under the supervision of the operational supervisory unit and the registration and management organ in the following ways:
(1) by the unit or individual with the largest amount of donation in the donation activities in the past;
(2) by the higher leading organ to organize the legal representative of the original Foundation, the aftermath of the staff according to the relevant state policies and regulations to implement the relevant provisions and arrangements.
If it cannot be handled in the above manner, the registration authority shall organize donations to social welfare organizations with the same nature and purpose as the Foundation and announce them to the public.
Sixth, the constitution amendment:
Article 51 of the amendment of the constitution, shall be voted by the board of directors within 15 days, reported to the business unit in charge of the review and consent. After review and approval by the business unit in charge, reported to the registration authority for approval.
Seven, bylaws:
Article 52 of the bylaws by May 25, 2005 Council voted.
Article 53 The power of interpretation of these bylaws belongs to the Council.
Article 54These statutes shall enter into force on the date of approval by the registration authority.
Baidu Encyclopedia-Chinese Foundation for the Prevention of STDs and AIDS